Checkmate
by Maighread
Summary: Meet Gwendolyn; Alice's reluctant sister. Gwen is a complete opposite of Alice, and is forcefully taken to Wonderland, expected to defeat the infamous Red Queen. But just WHO is this Red Queen, and what does she have to do with Gwen?
1. Through the looking glass

Alice was perfect. Long blond curls and rosy cheeks, soft skin that was warm to the touch, rose-red lips, and bright blue eye that sparkled with life and joy. She was sweet, and had so much charisma, that it seemed impossible that such an amount could fit into the small girl. She was loved, by her parents that showered her with affection, by her tutors that deemed her brilliant, by the boys in the village, who day dreamed about marrying the beautiful Alice. Yes, she was indeed an ideal child, a _perfect_ child. Gwendolyn hated her for it.

Gwendolyn was far from perfect, and people often thought it was a joke when they found out she was Alice's sister. Gwen was so different from her elder sister, such a complete opposite that people were positive that such a sweet girl like Alice couldn't have such a rotten sibling. Gwen's black hair that was cropped to her chin, a defiant angled line as it went shorter as it reached to the back of her head, and yet, it was always scruffy. Her lips were not as full as Alice's, and were often placed in a frown, the facial position seemingly stuck. Her skin was pale, as she didn't like to go out in the sun, since she was always too tired. Her eyes didn't twinkle blue, but instead a cool green, a quiet yet secretive glance she was infamous for. Her parents didn't love her, and the boys preferred to stay their distance from her, since Gwen was not a girl to be crossed. Her tutors had been separate from Alice's, and had often left the Liddell residence in a rage, claiming that they refused to teach a stubborn child, who refused to listen to what they said and preferred to keep her nose tucked in a book of fairy tale nonsense.

It was one of these incidents that happened on that warm, Sunday afternoon. Gwendolyn's parents attempts to calm the tutor were heard even in the library where Gwen sat, lazily turning the page of her novel. A few more screams were audible, a curt; 'Good day', and then the sound of a slamming front door. Silence, then a flurry of angry footsteps, as her mother burst open the door of the library, Mrs. Liddell's beautiful face set into an image of annoyance. "Pleased, are we?" she said, crossing the room to the raven-haired girl. "Do you enjoy embarrassing me?"

"No," Gwen said in her tone of mock innocence. "I simply disagreed with her." Her eyes flickered away from the book and into her mothers blue eyes that had been inherited by Alice. Most of Alice's features had come from their mother, while Gwen apparently gotten her odd appearance from her great Aunt Helen, who had been known for her rebelliousness, and unwise adventures. Gwen liked her great aunt Helen, even though she had never met the woman. Helen seemed like the kind of lady who wouldn't follow her husband like a little dog, more like she would have made her husband follow _her_ around.

"Gwendolyn, I've had far too much of this attitude." Mrs. Liddell said, her tone going up all high and nasally; a sign that Gwen had really gotten to her. "You need to stop this rebellious act of yours! You HAVE to become the lady you were meant to be, and that means listening to your teachers, stop reading that fantasy nonsense, and _for goodness sake stop wearing pants!" _Gwen looked down at the men's trousers she wore, a pair she had found up in the attic, belonging to god knows which dead relative. They were slightly moth-eaten, and a just a tad tight around her calves, but that fact was hidden because of the boots that laced up her leg, ending several inches below her knee. She blinked, then returned her attention to her fuming mother.

"No can do, mother." she said lazily, lankily rising from the armchair and walking past her, opening the door as she was about to leave. She had had enough of her mother, and she felt the headache coming on. "So sorry that I'm not like Alice," she said softly, before leaving the library and walking quickly to the front door door.

"IF ONLY YOU WERE LIKE ALICE!" Her mother screamed after her. "I WISH THAT ALICE WAS MY ONLY CHILD, SO I WOULDN'T HAVE TO DEAL WITH YOU AND YOUR ARROGANCE!"

Gwendolyn didn't hear a word, she had already slipped outside.

It was her least favorite weather; sunny. Bright light that irritated her eyes, and the heat that felt itchy. Her legs quickened their pace as she desperately ran into the trees, their cool shade welcoming. She leaned against a tree, her back sliding down it's rough bark as she settled on the ground, watching the green leaves flutter as one fell to the ground. Idly, Gwen picked it up, looking at the lines that ran through the leaf, the green slightly impaired by the brown that signified autumn was near. Gwendolyn loved autumn, and winter even more. She adored the long nights of staying up and reading, the hot apple cider that the kindly maid brought up in the evening, and the glorious colors of the leaves that exploded in the tree. Contentedly, Gwen sighed, leaning against the tree and letting her eyelids flicker closed, drowsiness from the afternoon too much. A few seconds later, she was dead asleep.

* * *

"Excuse me…. miss? I'm looking for… oh for pete's sake, EXCUSE ME!" Gwen's eyes flew open with fright as something jabbed into her stomach, knocking the air out of her. She coughed, then gasped for oxygen. "I'm sorry, that was little rougher than I intended. My deepest apologies."

Her eyes snapped to the man that was crouching beside her, his face a few inches from her as he judged whether she was all right or not. His pale blond hair fell in soft waves down his cheek, and he was dressed in a red suit, small hearts embroidered on his cuffs and neck. He smelled as if someone had gone hog wild with perfume, and he had ended up in all of the flowery havoc, which, in more simpler terms, meant his scent did not appeal to Gwen. "I'm looking for a miss-"

"Alice is inside." she snapped, interrupting him. It wouldn't be the first time she had caught desperate suitors who had wandered into the Liddell estate in hopes of finding the blond beauty. You could imagine the disappointment and fear they had felt in finding Gwendolyn instead, causing her to be angry when they bothered or annoyed her. "And if you are that inclined to ask for her hand, you'll have to get in line." She rose to her feet, brushing off the dirt that had accumulated. The man stood as well, and looked at her curiously, his gaze causing Gwen to shift uncomfortably. She sighed. "I'm sorry, but Alice has already got her eye on someone, and she has enough suitors as it is…"

"I'm sorry… but I'm afraid you have the wrong idea." He said, smiling and rubbing the back of his head. "I'm looking for her sister, do you know her?" Gwen lost all sense of sympathy for him, and a frown plastered itself onto her face.

"Go away." she said in a rude tone. She gave the man one final glare before turning on her heel and heading back to the house. She had had enough with this creeper. Or he was just playing some practical joke.

"Oh, please, miss! It's of the utmost important that I speak to Miss Alice Liddell's sister!" he called after her and ran to catch up. "She is very, very, very, very much needed."

"Go away. I don't want to talk to you." she repeated, firmer this time. The man snatched her upper arm and held her there, Gwen being unable to pull away from him.

"Are you miss Gwendolyn Fey Liddell?" he asked, his eyes sparkling as he finally understood. Rolling her own eyes she nodded. He let go and clapped delightedly. "Oh my, they'll be so pleased." He reached into his jacket, and pulled out a small mirror, looking into it. "Found her." he said happily. Gwendolyn frowned. Who the hell spoke to a mirror, besides very vain people? This man was clearly insane. She took a small step backwards, hoping to leave unnoticed, but he saw the movement and quickly grabbed hold of her again.

"Let go, let go, let go!" she screamed, pushing away from him, but he held the mirror in front of her face. Her anger momentarily forgotten, she gazed into the mirror, surprised to not see her reflection, but an image of a house in the middle of the woods. She leaned a little closer when she thought she had detected a movement in the picture, but some strange force pulled her in, letting her fall and fall and fall, deeper into the darkness. Was she still dreaming? Was this the effect of reading so many fairy tales? She didn't know, but Gwen didn't like the sensation at all, and she was panicking, desperately reaching out for something to latch onto. There was none, and sudden realization that Gwen would die crashed upon her. Her mind starting to shut down, Gwen uttered the two words that would most likely be her last.

"Oh fuck."

And then, dark silence consumed her, Gwen gratefully slipping into unconsciousness.

a/n;

Aha. My first fanfiction EVER. I'm not normally so good at keeping to the story usually, and it typically ends up very, VERY different then what most people have in mind. I know that the main character isn't Alice (forgivemeforgivemeforgiveme) but I usually like to have OC's to bend and twist to suit my odd mind. I'll try and get next chapter on PRONTO.


	2. convincing and confusing

Gwen wanted to wake up. She wanted open her eyes and figure out just what was going on, but she couldn't, as if her mind had been padlocked shut.

"Oh fuck." the voice crept it's way into Gwen's mind, though, it wouldn't function properly. The voice was stern, and sounded close, yet so distant.

"I really didn't mean to cause her to faint." another voice whined in it's defense. Gwendolyn recognized the voice, the one who had encountered her by the trees.

"Oh fuck." the first voice repeated. "Matt, what the hell have you done? Is she even breathing properly? Is she even breathing at ALL? Go check her pulse."

"How do I do that?"

"You feel her chest."

"Ohh… what if she didn't like it?"

"Then I'll do it, she has a very nice chest. Very… neat. Not large, but it would make a lovely pillow. I like it."

"AXEL! That's a terrible thing to say!"

"I'm a man, I can't help it."

"I'm a man too, and I can help it!"

"Good job, boy scout."

Gwendolyn was aware that someone was sliding their hand over her stomach, not under her shirt, but she felt the heat from the skin settle onto her. The movement stopped as soon as the hand was above her heart, and she felt hair tickle her neck as someone pressed their ear against her chest. Gwendolyn's heartbeat was a faint trickle, like a small spring, but it was there.

"She's fine. Probably just suffering from being sprung into a mirror like that. She can't really control her body." The first voice, Axel, said to the other.

"Ohdearohdearohdear… I've as good as killed her!" the second voice screeched. "I always mess everything up!"

"Kindly shut up, won't you? She just needs something to pull her mind completely into place, something like _this_."

Gwen let out a sharp cry as she felt the hand slip under her shirt, snaking it's way up. She jolted upright, wrenching herself away from the other. She glared at two men around her, tucking down her shirt angrily. "Ever do that again, and I shall kick you so hard you will never be able to have children."

The first man tilted his head to the side slightly, then leveled it, his curious expression changing into an image of humor. "How different she is," he mused, stroking his stubbled chin. She could tell he was tall, his legs in a black and grey pinstripe pants, dress shoes peeking out. He wore a simple white shirt, and the color combo of his outfit matched his hair. For a moment, Gwen was stunned. Judging by his clothes and the fancy looking locket around his neck, he seemed aristocratic, but yet, he seemed as slovenly as a farm boy. "She's different not only in looks, but in personality as well." The man smiled smiled at Gwen, who frowned in return. She rose to her feet, rubbing the back of her head. They were in front of the same cottage she had seen in the little mirror the blond haired man had, who was currently looking very guilty has he watched her.

She felt bitterness towards the blond, and thought about demanding him to take her home, but the idea of her mind being separated from her body again didn't seem appealing. She could have asked the other man, but he had just molested her, so, he was most definitely out of the picture. She didn't want to ask them for direction either, since she had no idea if she could trust them or not. For all she knew, she had just hallucinated the whole thing about the mirror, and these were two kidnappers who had found her in the garden, and took her off. Of course, she could have probably been dreaming, but the whole thing felt to real for it to be a mere dream. Sighing and giving the men a final glare, Gwen turned on her heel, and started into the forest without a word.

"Hey! Wait!" The blond haired man yelled after her. She responded by holding up her middle finger over her shoulder, not bothering to look back.

"Very lady-like." the man chuckled, but the blond paid no heed.

"There are monsters in the forest!" he cried out desperately. "Creatures that will eat you alive! Plants that will root you in place! Trees that will-!"

"Shut up." She said, finally turning to face the two men. "I just want to go home."

"I'll take you-" the blond volunteered, but Gwen cut him off.

"I don't even know who you are. So, no." she said in a final tone of voice. "I don't even know your _names_." The blond's anxious expression quickly dissolved, replaced with a smile.

"OH! well, I'm Matthew, but you can call me Matt!" he said, then pointed to the man that seemed to be stripped of color. "And that's Axel." The man named Axel gave a small smile and waved slightly. "He's more commonly known as Hatter though."

"Hatter?" Gwen repeated dubiously. "Why on earth would you be called that?"

"It's short for Mad Hatter." He clear his throat. Gwen's eyes flickered to the top of the man's odd colored hair, but saw no hat.

"Where's the hat then?" she asked, tilting her head a little higher to see into his face.

"Um, I lost it." he answered sheepishly. "It's a long story." he sighed when Gwen opened her mouth to inquire about the incident. "It involved a JubJub bird."

"A what-what bird?" Gwen couldn't help but giggle. "Doesn't sound particularly threatening."

"Oh, but it is!" Matt's blue eyes were earnestly bright. "It's really long, and it's talons are raked with poison, each one lethal, and it's hard to see because it's feather are super duper adjus-" Axel cut the shorter man off.

"Enough Matt. You'll scare the poor girl senseless. She's only a woman." He sighed, and Gwen's eye twitched with frustration.

"Just because I'm a girl doesn't mean I'm senseless." she snapped in her defense. "I'm not weak! Why won't anybody understand that!" Both men looked taken aback at her sudden outburst. After a few moments of silence, Matthew cleared his throat.

"Of course you're not like that!" he said cheerfully, striding over to her and putting a gentle hand on her back, steering her back towards the cottage. Gwen was slightly reluctant, but complied with his soft pushing. "I mean after all, I would hope that you weren't senseless, since you have to get rid of the red queen." Gwen stopped moving; froze entirely.

"Come again?" she said quietly, hoping the words he had just said were just some sort of practical joke. Matt frowned, looking down at her shocked expression.

"Um, you need to destroy the red queen." he said, as if he didn't understand why Gwendolyn didn't comprehend the matter. "It's what we brought you here for, after all."

"Oh no," Gwen said, walking away from him with her hands held up. "Nononono, I think you completely have the wrong person."

"No, we don't, love." a soft voice whispered into her ear, and Gwendolyn wheeled around, finding she had walked gently into Axel's chest. "It has to be you."

"No," Gwen said firmly. "It doesn't. I'd like to go home now."

"But you can't." Matt said, his face falling. "Only until you have defeated the red queen can you go home." Axel nodded.

"What do you mean by that?" Gwendolyn cried out in disbelief.

"I can take you into Wonderland with my mirror, but unfortunately, the red queen had all the exit looking glasses shattered. She has the only one left."

"WONDERLAND?" Gwen shrieked. "There's no such place! You're completely mental!"

"Of course we are!" Axel said in exasperation as he took hold of her shoulders and held his face close to hers for emphasis. "We are all mad here! ALL! Me, Matt, The Red Queen! POSITIVELY EVERYONE!" His grey eyes were only a few inches from her own green ones, which were wide in shock.

"This makes no sense." she whispered, and Axel sighed in agreement. He released her.

"Please, Gwendolyn." Matt whispered and his boyish face was so distraught, Gwen felt a pang of sympathy for him. "Please… help us… I want to go home, I want to, but the Red Queen just keeps us here! We can't leave, and we can't even have liberty here, in Wonderland." Gwen looked away from Matt and to the Hatter. Axel's eyes were grim, but she could see a longing in them, an image of a deep desire of freedom.

"… alright." she whispered, and Matt's face immediately beamed up at her. He smiled and laughed, spinning around in circled with Gwen as she desperately cried out with shock.

"You're the most wonderful lady I have ever met Gwen!" He giggled, ceasing the spinning. "I could kiss you!"

"Please don't." she said bluntly, but it didn't damper Matt's happy mood. "But, I need to warn you guys; I can't fight, or do anything useful in a battle. I'd probably only get in the way." She said.

"That's okay, I'll teach you," Axel said, a smile on his face, his eyes sparkling. The expression looked good on him, an image of happiness on his otherwise melancholy looks. Gwen sighed deeply, running her hand through her hair.

"So, what now?"


	3. arrivals and departures

Gwen stirred as lazy sunlight flickered into her eyes, and she turned away in order to shun away the light, but the damage was already done, and she was up. She sat up, blinking at the unfamiliar surroundings. 'And I would be…where?' she thought, her eyebrows knitting together.

'Oh, right. Wonderland.' she thought with a mental sigh. The memories from the past day rushed through her, the looking glass, Matt, Axel, the persuading they had done. Yeah, she was depended on by half of Wonderland, who expected her to kill the red queen and bring peace to the realm. Talk about stress.

Sliding a slender leg from the bed, Gwendolyn hopped off, only to the find the height was much taller than she had expected, and she went tumbling down. "Oof!" she exclaimed, her cheek pressed against the cold wood. She got all fours, shaking her head to clear it, then sat down, scratching her head.

She was in the Hatter's room, since it was the only bedroom in the little cottage. Indeed, it was even smaller on the inside than it was on the outside. The rooms were completely cramped with miscellaneous items; books, clothing, stuffed animals, papers, boxes, rubbish, and hundreds, upon hundreds of hats. She had inquired why Axel didn't wear one of those hats so he really could be a mad hatter.

"Well," he had replied. "They just aren't the _right_ hat. I will start wearing hats again when I have found the one that was stolen foam me, and slaughtered that damn JubJub bird." the response had made her laugh.

Standing, Gwen stretched, her arms reaching eye and pulling the shirt off her stomach slightly. Looking down, she looked at the shirt she wore; the gray fabric worn and comfortable. It had been borrowed from the hatter as something to sleep in, but now she felt slightly uncomfortable wearing a shirt that she barely knew. Slipping it off her head, she pulled her own, white shirt over her head and bra, letting the access fabric flow over her pants. Not bothering to put on her boots for fear of waking up Matt or Axel. She had a quiet step, but her boots at a hard heel that was rather loud.

tiptoeing out of the room and down the creaky steps, she peeped her head around the corner and into the living room, she saw Matt sprawled out on the couch, snoring loudly and twitching occasionally, his blanket halfway off the couch and flowing like a waterfall to the floor where Axel should have been. Frowning, Gwen turned and wandered into the tiny kitchen, where she saw the hatter stirring a cup of tea absentmindedly as he read a letter. His eyes snapped away from the paper and to the young woman standing in the doorway. A slow smile crept onto his face, and he patted the other stool beside his, an invitation to join him.

"Slept well, I hope." he said as Gwen joined him, pouring her a cup of tea, which she accepted gratefully. "Your breathing is so shallow when you sleep, I was worried you had died in the middle of the night." he laughed, and Gwen nodded, sipping the tea. It was delicious, brewed to perfection with hints of lavender and mint.

"Yes, my father often told- hang on, how did you know that?" she inquired, her eyes gazing at him unwaveringly. He shuffled uncomfortably, looking down at his hands sheepishly.

"I wanted to see what you looked like when you were asleep." he admitted, a blush creeping up to his cheeks, which added color to it. Gwen blinked in the awkward silence, then she too looked back down at her hands. "You were kinda cute. You did't look so mature and like a little child." he smiled, now Gwendolyn's turn to blush. "And you look cute now too," he said, placing a finger under her chin to pull it up. His eyes were dangerously close to hers, and she felt the heat reach her ears. Smirking, he released her, and Gwendolyn instinctively leaned away from him, not feeling quite as safe. Seeing her defensive movement, he chuckled, but said nothing, merely sipping his tea as a very bedraggled Matt came out into the kitchen, yawning so widely, it was almost comical.

"Mawnin," he said, and Gwendolyn felt exceedingly grateful for him to break the cold tenseness in the room. Axel smiled up at the boy, who collapsed in the last stool, another mighty sigh escaping his lips. There was a few minutes of silence, as Matt got himself some tea, and Axel resumed reading his letter. Gwen just sat there like a doll.

"We need to go to the Caterpillar, he'll have the information we need." Axel said, calmly standing from the tabular and dumping the cup into the sink, where it shattered. Her fingers clutched the edge of her stool as Axel resumed throwing all of the dishes into the sink, each one breaking as it collided with the others.

"Shouldn't you wash those instead of, I dunno, breaking them?" she asked with a small squeak. Axel gave her a surprised look.

"This is much simpler." he answered, throwing the last cup, a horrid design of pink of purple flowers, into the mess of shards.

"Erm… okay…" Gwen said.

"Fe cafferffiller 'old defiantly know what o do." Matt said, his mouth full of toast.

"Chew, swallow,_ then_ speak, Matt." Axel sighed, pulling out a large leather bag from a closet where a hen was. Axel looked at the bird with surprise, taking it out and shooing out the back door. He brushed off the bad, and set it at the table, pushing several books and papers out of the way.

"The caterpillar would definitely know what to do." Matt said as he swallowed the buttered bread. "And the sooner we leave, the better. The queen will know that a looking glass has been used, and that means she'll hunt Gwen as fast as she can. She doesn't like people invading her precious little world." Matt frowned, and his sea blue eyes angry.

"Who is the Red Queen, exactly?" Gwen inquired, nibbling on a piece of toast as she watched Axel throw miscellaneous items into the bag. Knives, cheeses, breads, some eggs that Gwen could heard crack, little fish that were wiggling between his fingers, something that reminded her of a skull, some candles, and other curious objects. Gwendolyn just decided not to ask.

"No one really knows ouch about her, except that she is the creator of the world, and brought us from her world. We have no recollections of our past lives though," Matt's voice at gotten quiet, and he placed his toast down on the table, as if he had suddenly lost his appetite. Axel too, had stopped placing items in the bag, staring down at his clenched fists unhappily. "Most people really love her, since she has convinced them that their lived were worthless before she brought home to Wonderland, but a few have figured differently." Matt replaced the frown with a smile, beaming up at Gwendolyn. "The Caterpillar had a prophecy that a girl in the human world by the name of Alice Liddell had a sister who could bring justice to Wonderland. And so, here you are."

Gwen nodded absentmindedly, staring out the window as she watched a butterfly flutter around a hydrangea bush. Matt and Axel conversed about something, Gwen's mind deep in thought.

'What a fix I'm in.' she thought unhappily. 'All I wanted to do was get back to my book.' It had been an interesting story, and she wan't happy that she had had to have left it. 'Stupid mother, always ruining what little time I have to myself.'

She watched the butterfly again, it's movements spontaneous as it landed on a rosebush nearby, about to collect the nectar before a flash of purple scooped it out of sight. She stood abruptly, then opened the back door, rushing outside into the overgrown garden. She saw no movement at first, but then a pair of pink and purple ears shoed themselves near the hydrangeas. She started to rush towards the flowers before a firm hand gripped her shoulder.

"What in the name of all things insane are you doing?" Axel demanded. Gwen removed his hand, scowling at him and returning her search.

"I could have sworn I had seen the most ENORMOUS cat in this garden." she said, realizing how silly the words sounded as soon as they left her lips. Hatter tilted his head, as if in confusion, but as soon as Gwen opened her mouth, he silenced her by clamping a hand over her face. Slowly, he grinned, then removed his hand, but she still didn't say anything.

"Hello, Elliot." he called, and the cat appeared in front of them, only, he wasn't a cat.

Long pink and black hair went down to his waist, and purple eyes and lips beamed at them. He was wearing a tight black shirt and bright purple and pink striped trousers, which were tucked into a pair of military boots. He grinned at them all, his purple lips wide. What was most curious about the man, was the pair of fuzzy ears on top of his head.

"'Ello, love," he said to Gwendolyn in a thick accent. "Trust Hatta' hasn't tried to get up your knickers, 'as 'e?" Axel didn't seemed unruffled by the question, and merely smirked back at the odd man.

"Actually no, Elliot, I haven't." He said calmly, but draped his arms over Gwen's shoulders as if he were dying to make sure the cat man didn't take her. "But it's only a matter of time." The man called Elliot chortled.

"Well, greetings firs' I s'pose." he said, then bowing do deeply, his hair pooled and the ground. "The name's Elliot, me lady." he said, taking her hand and kissing the back of it. Gwen wasn't too sure how to respond. "But I know you, you're Lady Gwendolyn, 'ere to d'spose of the great Red Queen." He released her hand.

"Don't call me 'Lady Gwendolyn." she said, feeling very small next to the two very tall men. "Just 'Gwen' is fine."

"Awlright," he said, still smiling. "Gwen it is. Oh, Hatta', Caterpillar is looking for you." he said, his tone going a little more serious. Axel sighed, running a hand through his hair.

"'Kay, we were going to him anyway, so I suppose it's perfect timing. Did he say just what he wanted to see me about?" Axel inquired, but from the look on his face, Gwen knew he was upset about something.

"Are you_ that_ dim?"

"Oh."

"Yeah."

"…Fuck."

"You 'ave my sympathies."

Gwen looked between the two men, her confusion only growing. Elliot, sensing this, shrugged. "it's only April." he said simply, as if it explained everything.

"…April?" she asked, the curiosity lingering on her tongue.

"My old girlfriend." Axel whined, burying his face in his hands.

"She always goes and complains to Caterpillar, since Hatta' only listens to him seriously. She just can't handle that Axel dumped her." Elliot grinned, and Axel looked distressed, as if he had just seen a puppy being eaten by a tiger.

"She's a complete nuttier! She's insane! Mad!" Axel said wildly, his eyes wide.

"Then she seems perfect for you," Gwen shrugged indifferently, and Axel looked revolted.

"She's not!" he practically shouted. "She's a complete menace! Whenever I even _spoke _to another woman, she would be green with envy! Then she would cling to me nonstop, and I'd have a headache the size of a Jaberwock." Axel sighed, a shook his head as if to clear one of the so spoken headaches. "Now she won't even leave me in peace."

Gwen couldn't help but laugh, which caused both Elliot and Axel to look at her.

"It sounds like my sister, but she adores the attention," she said. Alice would often speak about how dreadfully annoying the boys were, crowding her and giving her so much attention. But it was obvious how much Alice liked being in the the spotlight.

"The Alice girl?" Matt asked, finally speaking as he peaked his head out from the back door. But immediately snapped, he snapped it back inside as Elliot saw him. The cat man chuckled.

"Still afraid o' me?" he asked, and Axel nodded. "Silly lil' rabbit. He is just so cute, being so timid."

"Yes, well, he is eight-year-old in an seventeen-year-old body." Axel said, and Elliot nodded.

"He's seventeen?" Gwen asked, shocked. She had thought he was fifteen, or sixteen at the most. She had no idea that he was the same age as her.

"Yeah, just turned last month." Axel answered.

"Then how old are you guys?" Gwen asked. Surely, they couldn't be older than twenty-two.

"Eighteen." Elliot answered.

"Nineteen." Axel answered.

'They seemed immature for their age,' she thought. 'But that's hypocritical for me to say, since I still read children's fairy tales.'

"Sun's setting," Axel remarked as he looked at the now pink sky. Gwen gasped and stared in disbelief at the sunset.

"It was just morning, though!" she said in shock. "This isn't possible!"

"It's Wonderland, love." Elliot said, his purple eyes now seeming orange. "Impossible things become reality."

"Indeed… go fetch Matt, won't you Elliot? It seems like the perfect time to go pay a visit to the Caterpillar."

"But you said the forest was full of beasts! Won't the danger be heightened because of the dark?" Gwen asked as Elliot walked past, and Matt's frightened shriek was heard.

"Of course not." Axel scoffed. "In the dark they won't see you!" It made no sense to Gwen.

"PLEASE! DON'T EAT ME!" Matt screamed as Elliot dragged him out, the blond boy resisting with all his might. "Somebody SAAAAAAAVVVVEEE MEEE!"

"Erm, Elliot?" Gwendolyn asked, and Elliot looked down at her, not letting go of his prize. "Can you let go of Matt?"

Elliot pouted, but released Matt nonetheless, who dashed behind Gwendolyn and cowered there. She sighed, not liking the idea of being used as a shield.

"Let's go, then." Axel said, the bag he had earlier packed over his shoulder. "I don't like waiting."

**a/n;**

**I'm uploading chapters a little faster than I had expected. Normally, I'm really lazy, and have to force myself to type the words, but right not I feel like writing a loooottttt.**

**okay, in case you guys were confused, I have some nifty explanations about some things.**

**Gwendolyn = basically the 'Alice' roll. But she's also someone else, someone verrrrry important and is an actual character in Caroll's books. I'm not going to tell you exactly who, but I'll give you a hint; I didn't choose her name just because I liked it. Her name relates to the other role she has, but this is all I'm telling you. Ponder it, and if you think you have an answer, DON'T SAY IT IN THE REVIEWS, you don't want to spoil it for other readers. Gwen is basically a deadpan character, and she is quite stubborn.**

**Axel = the Mad Hatter. He often has mood swings, one moment being bashful and sweet, the next dangerous and disconcerting. I wanted him to be a 'colorless man' so he didn't seem too much of one emotion. Does that make sense? No? good.**

**Matt = the White rabbit. Initially, I had intended for him to be the march hare, but I think the role of the white rabbit suited him better. He's childish, and lovable, and he and Elliot are totally my favorite characters right now. **

**Elliot = The Cheshire Cat. His accent is british [because british people are cool] and he is verrrryyy flirtatious. Sexysexysexysexy.**

**I often come to dead ends in writing, which is the #1 reason why I stop writing a story, which is very sad. :(**

**If you have an idea for the story which you want to share, post it in the reviews (which, btw, make me a happy camper)**

**If I like it, I may spin it into the story. (But you will DEFINITELY get credit. I'm not lame. ;) ) **

**ciao!**


	4. Of mice and men

They had been walking for a few scarcely an hour, and the stars were already shining brightly in the dark sky, the moon gone. She wondered if there was no moon in this strange land.

Matt was clinging o Gwen, jumping at the slightest movement in the woods around them, or the quietest sound of a woodland creature. She had already developed a soft spot for the blond, but she was slightly tired of his childish attitude.

"What's wrong with you?" she hissed when he almost knocked her over when he had jumped quickly to the left.

"I don't like the night," he confessed to Gwen in a tiny whisper, but she saw Elliot's ears twitch towards them, obviously he had heard, but Matt was oblivious.

"Why not?" Gwen asked him in an equally quiet whisper.

"Because it's scarrrrry." he whined, but he stopped speaking when a bush rustled. He yelped and clung even tighter to Gwen, much to her discomfort.

"It's only a mouse." Gwen snapped, and he let go of her sheepishly.

"A mouse?" Axel asked, stopping and turning. "How delightful! Come here, my furry friend."

Timidly, a small mouse peaked out of the bush, his bright pink nose twitching. It quickly scuttled to Axel's outstretched hands as he crouched to the ground, his eyes twinkling.

"Dormice," he explained to Gwendolyn's surprised expression. "Dreadfully useful creatures, though, the Queen has been laying poison for them, since she doesn't like mice." He stood straight, holding the trembling creature and stroking it soothingly. "They're exceedingly loyal, and brilliant, so they make wonderful pets, as long as you don't treat them badly. They also can find anything, whether it's an inanimate object, or a person, so you can send notes with them, just as long as they can be safe. Dormice are a little scarce now, so you're lucky if you see one, let alone get one for a pet."

Gwendolyn watched with fascination as the mouse scuttled around his hand, chittering happily. She didn't like rats, but mice were cute, though, Alice had always detested the creatures. Axel noticed her watching, and held out the creature to her.

"Why don't you hold onto him," he said with a small smile. She looked up at him, surprised, then timidly held out her hands for the small mouse. It scurried off of Axel's hand and into her own. She smiled down at the Dormouse, watching it curiously sniff her hand and then climb up her arm and onto her shoulder. She gasped slightly as it sniffed her ear, and then laughed.

"It tickles," she giggled, then the mouse jumped from her shoulder and into her breast pocket.

"You can hold onto it, Gwen, since it seems to have taken a liking to you." Axel offered, picking up his bag again. "But we should continue, I want to get to the caterpillar before sunrise, if we can."

Matt stopped clinging to her upper arm, and instead held her hand, his skin warm on hers.

"Hey, Gwen, what's your world like?" Matt asked after a while, a happy smile on his face.

"I'm curious too…" Elliot admitted, slowing his pace so that he walked right by Gwen.

"Well…" she started, thinking for a moment. "It's rather dull, actually. The time doesn't just skip around oddly, it goes in the same pattern… and there aren't any people that can turn into cats… people don't have oddly colored hair like yours, since it's improper, and looking glasses are to admire yourself in, not for transportation…" Gwendolyn trailed off, realizing how dull her words must have seemed, but Elliot and Mat seemed enthralled.

"Really? How do you go from world to another, if you don't have any looking glasses?" Elliot asked, his eyes wide.

"In carriages." Gwen answered simply. "Drawn by horses."

"What are 'horses'?" Elliot asked. "Are they like cats?"

"Um… no, they're big creatures that are strong and… well, they're useful." She sighed. She didn't want to have to explain every little bit about her world to them. That would have taken ages.

"What's your sister like?" Matt asked. "Is she like you?" Gwendolyn age a sharp laugh that made even Axel look up at her curiously.

"Of course not." she couldn't keep the bitter venom from her voice. "She's perfect. She's loved, she's smart, she's pretty, she's practical, she doesn't waste her days away reading, she's… everything I'm not." There was a few moments of stunned silence as Gwen felt a fresh wave of hatred against her sister.

"I think you're like that…" Matt said quietly, and Gwen looked at him in wonder. "I think you're interesting. You don't shriek when you see a mouse, you aren't afraid to do anything, you can defend yourself… you're not like other people."

"And I happen to find you _very_ pretty." Elliot said, his breath felt on her ear. She looked up at him, and blinked. Elliot's face smirked and he cleared his throat, turning his attention to the road in front of them. Gwen bit the inside of her lip, and did nothing to break the silence, although, Matt started humming a tune. The sound made Gwendolyn smile. The boy was so childish, but such a breath of fresh air. He was different from Axel, who she couldn't understand. One moment, the hue man would be whimsy and happy, the next dangerous and alluring. He confused her, and Gwen didn't fully trust him, but she didn't have much of a choice.

"Oh for fuck's sake…" she heard Axel mummer, turning her attention to whatever had angered him. He stopped, turning his head towards the still dark sky. "It's going to get light soon, we should find some place to stay for a while."

Gwen scoured the sky for any sign of the sun, but she saw none. She just guessed it was part of the whole curiosity of Wonderland. Axel continued leading them, and sure enough, small pink rays of the sun peaked out over the horizon, slightly obscured from the trees around them.

"We'll stop here," Axel exclaimed, setting down the bag in a small clearing underneath a small cliff face. "Most creatures prefer less dense areas." sighing, he sad down, leaning back on his hands.

"What are we supposed to do? It's not like we can sleep." Gwen remarked, stretching her arms high in the air. She had only woken up a few hours ago, and she didn't like the odd time system. It certainly did screw up people's daily lives.

"We'll just wait for it to become dark again," Axel said simply, reaching into his curious bag and pulling out several apples, tossing one to each member of their group. Gwen caught her neatly, running her hand over the smooth red skin. "We'll just have to think of something to do."

"We could play a game!" Matt suggested gleefully. "Like-"

"I think we're a little too old to play games," Gwendolyn interrupted, sitting on the ground and laying on her back, feeling the small mouse stir in her pocket. It had remained asleep for the whole time they were walking, and it seemed quite content to remain so. "What interests do you guys have?"

"Women." Elliot answered instantly. Gwen turned her head to gave a sharp glare at the man. "What? I am a man, therefore, I like women."

"Right, well, do any of you guys have any _normal _activities?" Gwen asked, choosing to not retort something back.

"I like teas," Axel said, taking a bite from his apple. "And collecting things."

"Umm, I don't really know if I have any particular interests, since many things fascinating," Matt giggled, but then his face lit up as an idea came to his mind. "Gwen, do you like to dance?"

"Dance?" she repeated. She remembered the awful lessons she had had as a child, always the simple steps of a waltz, her clumsy feet had always ended up stepping on her partner. "Uh, I don't really know, I sorta gave up when I was younger."

Matt stood, then walked the few steps over to her, holding out his hand. "Lady Gwendolyn," he said formally yet with a small on his face. "Will you do me the honor of a dance?"

Gwen looked him over with a sense of disbelief. She had never had anyone ask her to dance before, and she wasn't quite sure as to how to react. Timidly, she placed her hand in his, setting down her apple with the other and rising to her feet.

"Okay, you hold my hand like this, and put your other one on my shoulder… yes, just like that." Matt gave her quiet instructions as he placed is own hand on her waist, pulling her a little closer to him. "Okay, now I take one foot forward with my right, and you take one step backward with your left…"

They continued doing simple moves for awhile, and after a few mishaps of stepping on his toes, Gwen finally found herself moving rather well, and strangely enough, she was having fun. She laughed happily as Matt spun her around, a smile on his own face. They continued dancing, until Axel tapped Matt's shoulder.

"May I cut in?" he asked with joking formality.

"She's all yours," Matt answered, letting go of Gwen and stepping back. Now feeling shy, Gwen took Axel's outstretched hand, placing her other on his shoulder as he wrapped his fingers her, slowly moving.

Elliot wolf-whistled, and Gwen blushed furiously as the cat man winked at her and gave her the thumbs up.

Axel paid no notice and continued to twirl her around, even though there was no music. She watched her feet closely, just making sure that she wouldn't hut Axel. His fingers went under her chin, pulling it up so that her eyes stared right into his. "Just trust yourself," he said barely louder in a whisper. She swallowed, and gave a tiny nod.

It continued like that for the rest of the time. Elliot cut in, and unfortunately, his idea of dancing was picking up Gwen and seeing how high he could launch her into the air. Matt had saved her, and continued teaching her more dance moves, the movements getting more and more complicated as they progressed.

Now all danced out, they were all lying on the grass close to each other, and Gwen absently admired the flowers, running her finger over the smooth, purple petals. A high pitched giggle made her jump and pull back her hand,

"That tickles!" an impossibly tiny voice said.

"Who said that?" Gwen asked to Axel. He shrugged.

"Me, you dim-wit!" the voice answered and Gwen leaned closer to the flower, almost shrieking when she saw a face staring back to her. "What? Have you never seen a flower before?"

"Well, I have seen a flower, but I've never seen one speak before. how peculiar." She mused.

"You must never walk two feet from your front door," the flower said haughtily. "It's not peculiar at all."

"Where I'm from, the flowers just remain silent, and their purpose is to look pretty," Gwen said in her defense.

"What? Are you saying I'm not as pretty as the flowers from where you're from your world?" the flower scoffed.

"Uh, no , that's not what I'm saying at all-" Gwen started but the flower cut her off.

"Of course it is, you-" The flower, too, was cut off as a blue of brown dashed out and snapped the flower from the ground, pulling it out. Gwen blinked as the voice died, seeing the dormouse totter back to her with it's prize in its mouth. He looked very, very pleased with himself.

"You are useful," she said, stroking his tiny head between the ears. The mouse clambered onto her, setting down on her shoulder.

"You should give him a name," Matt suggested, shuffling closer to her.

"I'm terrible at giving names though," Gwen sighed, running her hand through the thick green grass.

"Something cute," Matt giggled, resting his chin in his palm. "Like Fluffy, or-"

"Only you would even consider that as a name," Elliot laughed. "It obviously needs a more masculine name."

"Like… Damien, or Richard…" Axel offered, still lying on his back. Gwen shook her head.

"Nick," she declared, turning over on the grass, careful not to disturb the dormouse. "I like that name," The men nodded.

They stayed that way for awhile, idly chatting while they waited for the time to change. Gwendolyn tried her best to stay in with the conversation, but sunlight had always made her drowsy. Her eyes closed one last time, and Gwen was out like a light.

**a/n;**

**I had so much fun writing this chapter. I'm still madly in love with Matt and Elliot. I love Axel too, but I still need to figure out just what he's going to be like.**

**Oh oh oh, I'm thinking of having them meet the caterpillar in the next chapter, or the one after that. I'll be introducing April soon. (She's the march hare. April, March? Gettit? Gettit?)**

**I'm not entirely sure. I'll probably be able to upload the next chapter fairly quickly, since I have most of it typed out. (Yay for being on top of it all.)**

**I'm proud that I haven't reached my 'slump' of writing, where I just cease it all. If I do, a million apologies, you can yell at me in the reviews. ;)**


End file.
